Votorantim Industrial S.A. Announces Final Results of Tender Offer and Consent Solicitation for its 6.625% Senior Notes Due 2019 and Early Tender Date Results of Companhia Brasileira de Aluminio's Tender Offer and Consent Solicitation for its 6.75% Senior Notes Due 2021.
SAO PAULO, March 26, 2014 /PRNewswire/ -- Votorantim Industrial S.A. (the "2019 Notes Offeror"), a wholly-owned subsidiary of Votorantim Participacoes S.A. ("VPar"), announced today (i) the final results in connection with its previously announced offer to purchase for cash (the "2019 Notes Tender Offer") and consent solicitation (the "2019 Notes Consent Solicitation") with respect to any and all of its outstanding 6.625% Senior Notes due 2019 (the "2019 Notes") and (ii) the early tender date results in connection with the previously announced offer to purchase for cash (the "2021 Notes Tender Offer" and, together with the 2019 Notes Tender Offer, the "Tender Offers") by Companhia Brasileira de Aluminio (the "2021 Notes Offeror" and, together with the 2019 Notes Offeror, the "Offerors"), a subsidiary of the 2019 Notes Offeror, of the 2021 Notes Offeror's outstanding 6.75% Senior Notes due 2021 (the "2021 Notes" and, together with the 2019 Notes, the "Notes") in an aggregate principal amount of up to the amount equal to (x) U.S.$1.0 billion less (y) the aggregate principal amount of 2019 Notes accepted for purchase pursuant to the 2019 Notes Tender Offer (the "2021 Notes Maximum Tender Amount"). The 2019 Notes Tender Offer and related 2019 Notes Consent Solicitation expired at 5:00 p.m., New York City time, on March 21, 2014 (the "2019 Notes Expiration Date"). The early tender date for the 2021 Notes occurred at 5:00 p.m., New York City time, on March 21, 2014 (the "2021 Notes Early Tender Date").
The 2019 Notes Offeror has been advised that as of the 2019 Notes Expiration Date, U.S.$585,889,000 in aggregate principal amount of the 2019 Notes, or approximately 64% of the 2019 Notes outstanding, had been validly tendered pursuant to the 2019 Notes Tender Offer and consents delivered pursuant to the related 2019 Notes Consent Solicitation. The 2021 Notes Offeror has been advised that as of the 2021 Notes Early Tender Date, U.S.$294,278,000 in aggregate principal amount of the 2021 Notes, or approximately 41% of the 2021 Notes outstanding, had been validly tendered pursuant to the 2021 Notes Tender Offer.
Holders of 2019 Notes who have validly tendered their 2019 Notes at or prior to the 2019 Notes Expiration Date are eligible to receive the 2019 Notes consideration described in the Offer Documents (as defined below), which includes a consent payment, plus accrued and unpaid interest up to, but not including, the settlement date for the 2019 Notes (the "2019 Notes Settlement Date"), which is expected to occur on or about March 28, 2014. The 2019 Notes Offeror intends to execute a supplemental indenture (the "2019 Notes Supplemental Indenture") to the indenture governing the 2019 Notes (the "2019 Notes Indenture"), which will eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the 2019 Notes Indenture. Adoption of the proposed amendments (the "2019 Notes Proposed Amendments") to the 2019 Notes Indenture requires consents of holders of a majority in aggregate principal amount of the 2019 Notes outstanding (excluding any 2019 Notes held by the 2019 Notes Offeror or its affiliates). The 2019 Notes Offeror has obtained the requisite consents for the 2019 Notes Proposed Amendments to the 2019 Notes Indenture. Any 2019 Notes not tendered and purchased pursuant to the 2019 Notes Tender Offer will remain outstanding and will be governed by the terms of the 2019 Notes Indenture, as amended by the 2019 Notes Supplemental Indenture.
Holders of 2021 Notes who have validly tendered their 2021 Notes at or prior to the 2021 Notes Early Tender Date are eligible to the receive the 2021 Notes total consideration described in the Offer Documents, which includes an early tender payment, plus accrued and unpaid interest up to, but not including, the early settlement date for the 2021 Notes (the "2021 Notes Early Settlement Date"), which is expected to occur on or about March 28, 2014. Based on the aggregate principal amount of 2019 Notes accepted for purchase pursuant to the 2019 Notes Tender Offer, the 2021 Notes Maximum Tender Amount equals U.S.$414,111,000. The aggregate principal amount of 2021 Notes validly tendered in the 2021 Notes Tender Offer at or prior to the 2021 Notes Early Tender Date does not exceed the 2021 Notes Maximum Tender Amount. Accordingly, approximately U.S.$294,278,000 million in aggregate principal amount of 2021 Notes validly tendered at or prior to the 2021 Notes Early Tender Date will be accepted for purchase on the 2021 Notes Early Settlement Date. A supplemental indenture to the indenture governing the 2021 Notes will not be executed in connection with the 2021 Notes Consent Solicitation. Any 2021 Notes not tendered and purchased pursuant to the 2021 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2021 Notes.
Holders of 2021 Notes who have not yet tendered their 2021 Notes have until 12:00 Midnight, New York City time, on April 4, 2014, unless extended by the 2021 Notes Offeror (such time and date, as it may be extended, the "2021 Notes Expiration Date") to tender their 2021 Notes pursuant to the 2021 Notes Tender Offer. Any holders of 2021 Notes who validly tender their 2021 Notes after the 2021 Notes Early Tender Date but at or prior to the 2021 Notes Expiration Date will not be entitled to receive the 2021 Notes early tender payment and will therefore be entitled to receive only the 2021 Notes tender offer consideration, as described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the 2021 Notes Final Settlement Date. In addition, holders of 2021 Notes who validly tender 2021 Notes after the 2021 Notes Early Tender Date but at or prior to the 2021 Notes Expiration Date may be subject to proration, as described in the Offer Documents.
The terms and conditions of the Tender Offers and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated March 10, 2014, and the related Letter of Transmittal and Consent (together, the "Offer Documents") previously distributed to holders of the Notes. Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent for the Tender Offers and the Consent Solicitations (the "Information Agent"). Requests for copies of the Offer Documents should be directed to the Information Agent in New York at +1 (800) 967-4604 (toll free) or +1 (212) 269-5550 (collect); in London at +44 207 920 9700 (collect); or at [email protected].
Each Offeror reserves the right, in its sole discretion, not to accept any tenders of applicable Notes or deliveries of related consents for any reason. Each Offeror is making the applicable Tender Offer and the applicable Consent Solicitation only in those jurisdictions where it is legal to do so.
The Offerors have retained Citigroup Global Markets Inc. ("Citigroup"), HSBC Securities (USA) Inc. ("HSBC"), Banco Votorantim Securities, Inc. ("Banco Votorantim"), BB Securities Limited ("BB Securities") and Banco Bradesco BBI S.A. ("Bradesco BBI") to act as Dealer Managers in connection with the Tender Offers and as Solicitation Agents in connection with the Consent Solicitations. Questions regarding the Tender Offers and the Consent Solicitations may be directed to Citigroup at +1 (800) 558‑3745 (toll free) or +1 (212) 723‑6106 (collect); HSBC at +1 (888) HSBC-4LM (toll free) or +1 (212) 525-5552 (collect); Banco Votorantim at +1 (212) 339-7390 (collect); BB Securities at + (44) 207-367-5832 (collect); and Bradesco BBI at +1 (212) 888-9145 (collect).
Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents. The 2019 Notes Tender Offer and the 2019 Notes Consent Solicitation have been made solely pursuant to the Offer Documents. The 2021 Notes Tender Offer and the 2021 Notes Consent Solicitation are being made solely pursuant to the Offer Documents. The 2021 Notes Tender Offer and the 2021 Notes Consent Solicitation are not being made to, nor will the 2021 Notes Offeror accept tenders of 2021 Notes from, holders of 2021 Notes in any jurisdiction in which the 2021 Notes Tender Offer and the 2021 Notes Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
About the Offerors
The 2019 Notes Offeror, together with its subsidiaries (including the 2021 Notes Offeror), is a privately held conglomerate in Latin America that is a market leader in each of its main business segments: cement; non-ferrous metals, such as zinc, aluminum, nickel and copper; and pulp (through a company that the 2019 Notes Offeror jointly controls), and also has significant steel and power generation operations.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to VPar, the Offerors and their affiliates that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although the Offerors believe that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to the Offerors' management, the Offerors cannot guarantee future results or events. The Offerors expressly disclaim a duty to update any of the forward-looking statements.
SOURCE Votorantim Participacoes S.A.
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